SKY-MOBI LTD Sample Contracts

INDEMNIFICATION AGREEMENT
Indemnification Agreement • November 19th, 2010 • SKY-MOBI LTD • Services-prepackaged software • New York

This Indemnification Agreement (the “Agreement”) is entered into as of [__________], 2010 by and between Sky-mobi Limited, a Cayman Islands company (the “Company”) and the undersigned, a director and/or officer of the Company (“Indemnitee”).

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AGREEMENT AND PLAN OF MERGER
Merger Agreement • August 23rd, 2016 • SKY-MOBI LTD • Services-prepackaged software • New York

AGREEMENT AND PLAN OF MERGER, dated as of August 22, 2016 (this “Agreement”), among Amber Shining Investment Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Parent”), Power Rich Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands, all of the outstanding shares of which are owned by Parent (“Merger Sub”), and Sky-mobi Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (the “Company”).

DEPOSIT AGREEMENT by and among SKY-MOBI LIMITED AND CITIBANK, N.A., as Depositary, AND THE HOLDERS AND BENEFICIAL OWNERS OF AMERICAN DEPOSITARY SHARES ISSUED HEREUNDER Dated as of _________, 2010
Deposit Agreement • November 26th, 2010 • SKY-MOBI LTD • Services-prepackaged software • New York

DEPOSIT AGREEMENT, dated as of ___________, 2010, by and among (i) Sky-mobi Limited, an company incorporated under the laws of the Cayman Islands, and its successors (the “Company”), (ii) CITIBANK, N.A., a national banking association organized under the laws of the United States of America acting in its capacity as depositary, and any successor depositary hereunder (the “Depositary”), and (iii) all Holders and Beneficial Owners of American Depositary Shares issued hereunder (all such capitalized terms as hereinafter defined).

INTELLECTUAL PROPERTY LICENSE AGREEMENT
Intellectual Property License Agreement • July 30th, 2014 • SKY-MOBI LTD • Services-prepackaged software

THIS INTELLECTUAL PROPERTY LICENSE AGREEMENT (“this Agreement”) is made and entered into by the parties below in Hangzhou as of:

STRATEGIC CONSULTING SERVICE AGREEMENT between Hangzhou Sky Network Technologies Co., Ltd. and Hangzhou Dianneng Technologies Co., Ltd.
Strategic Consulting Service Agreement • November 19th, 2010 • SKY-MOBI LTD • Services-prepackaged software

THIS STRATEGIC CONSULTING SERVICE AGREEMENT (“this Agreement”) is entered into in Hangzhou, People’s Republic of China (“PRC”) on July 1, 2010 by and between:

TECHNICAL SUPPORT SERVICE AGREEMENT between Hangzhou Mijia Technologies Co., Ltd. and Hangzhou Dianneng Technologies Co., Ltd.
Technical Support Service Agreement • November 19th, 2010 • SKY-MOBI LTD • Services-prepackaged software

THIS TECHNICAL SUPPORT SERVICE AGREEMENT (“this Agreement”) is entered into on July 1, 2010 in Hangzhou China, by and between Hangzhou Mijia Technologies Co., Ltd. (“Party A”), a company organized and existing under the laws of the People’s Republic of China (the “PRC”), and Hangzhou Dianneng Technologies Co., Ltd.. (“Party B”), a wholly foreign-owned enterprise organized and existing under the laws of the PRC. Each of Party A and Party B shall hereinafter individually be referred to as a “Party” and collectively as the “Parties”.

Form of Loan Agreement
Loan Agreement • November 19th, 2010 • SKY-MOBI LTD • Services-prepackaged software

NOW, THEREFORE, the Parties, after friendly negotiations, hereby enter into this Agreement, upon the terms and subject to the conditions as set forth below:

PROFIT STAR LIMITED SHARE VESTING AGREEMENT
Share Vesting Agreement • November 19th, 2010 • SKY-MOBI LTD • Services-prepackaged software • New York

This Share Vesting Agreement (the “Agreement”) is made as of August 2, 2007 by and among PROFIT STAR LIMITED, an exempted company duly incorporated and validly existing under the Laws of the Cayman Islands (the “Company”), ZHU Qinyi (), SONG Tao (), QU Li (), TANG Yan (), XIA Zhiyi (), JIN Zi (), QU Guoping (), WU Wenjie (), WANG Zhe (), YAN Qing (), ZENG Rui () and SHAO Wanyan (), each a citizen of the PRC (collectively the “Founders” and each, a “Founder”), and XPLANE LIMITED, a company duly incorporated and validly existing under the Laws of the British Virgin Islands (the “Founders Holdco”).

Sky-mobi Limited ________ American Depositary Shares Representing ________ Common Shares, Par Value US$0.00005 Per Common Share FORM OF UNDERWRITING AGREEMENT
Underwriting Agreement • December 6th, 2010 • SKY-MOBI LTD • Services-prepackaged software • New York

Citigroup Global Markets Inc. as Representative of the several Underwriters named in Schedule II to the Underwriting Agreement (as defined below)

Employment Agreement
Employment Agreement • November 19th, 2010 • SKY-MOBI LTD • Services-prepackaged software

This Employment Agreement is signed by and between Party A and Party B under the principle of equality, free will and negotiated consensus in order to establish employment relationship and clarify the rights and obligations of the two parties.

EXHIBIT A: Joint Filing Agreement
Joint Filing Agreement • February 7th, 2013 • SKY-MOBI LTD • Services-prepackaged software

In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Persons (as such term is defined in the Schedule 13G referred to below) on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the common shares, par value $0.00005 per share, of Sky-mobi Limited, a Cayman Islands company, and that this Agreement may be included as an Exhibit to such joint filing. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.

Extension Agreement
Extension Agreement • December 7th, 2010 • SKY-MOBI LTD • Services-prepackaged software
PROFIT STAR LIMITED CONFIDENTIAL INFORMATION AGREEMENT
Confidentiality Agreement • November 19th, 2010 • SKY-MOBI LTD • Services-prepackaged software • Hong Kong

THIS CONFIDENTIAL INFORMATION AGREEMENT (this “Agreement”) is entered into as of August 1st, 2007 (the “Effective Date”), by and among PROFIT STAR LIMITED, an exempted company duly incorporated and validly existing under the Laws of the Cayman Islands (the “Company”), Zhu Qinyi (), Song Tao (), Ou Li (), Tang Yan (), Xia Zhiyi (), Jin Zi (), Qu Guoping (), Wu Wenjie (), Wang Zhe (), Yan Qing (), Zeng Rui (), and Shao Wanyan (), each a citizen of PRC (collectively the “Shareholders” and each, a “Shareholder”), Each of the Company and the Shareholders shall be referred to individually as a “Party” and collectively as the “Parties”

Equity Pledge Agreement
Equity Pledge Agreement • November 19th, 2010 • SKY-MOBI LTD • Services-prepackaged software

THIS EQUITY PLEDGE AGREEMENT (“this Agreement”) is made and entered into by the parties below in Hangzhou, the People’s Republic of China (“PRC”) on February 1, 2010:

Purchase Option and Cooperation Agreement
Purchase Option and Cooperation Agreement • July 30th, 2014 • SKY-MOBI LTD • Services-prepackaged software • Beijing

This Purchase option and Cooperation Agreement (“this Agreement”) is entered into in , People’s Republic of China (the “PRC”) on by and among:

SKY-MOBI LIMITED DIRECTOR AGREEMENT
Director Agreement • November 26th, 2010 • SKY-MOBI LTD • Services-prepackaged software • New York

This Director Agreement (the “Agreement”) is made and entered into as of [ ], 2010, by and between Sky-Mobi Limited, a Cayman Islands company (the “Company”), and [ ], an individual (the “Director”).

AMENDMENT NO. 1 to SERIES A PREFERRED SHARE AND WARRANT PURCHASE AGREEMENT and AMENDMENT NO. 2 to SHAREHOLDERS AGREEMENT
Series a Preferred Share and Warrant Purchase Agreement, Shareholders Agreement • November 19th, 2010 • SKY-MOBI LTD • Services-prepackaged software

THIS AMENDMENT NO. 1 TO SERIES A PREFERRED SHARE AND WARRANT PURCHASE AGREEMENT AND AMENDMENT NO. 2 TO SHAREHOLDERS AGREEMENT (the “Amendment”) is made as of March 1st, 2010, by and among PROFIT STAR LIMITED, an exempted company duly incorporated and validly existing under the Laws of the Cayman Islands (the “Company”), SEQUOIA CAPITAL CHINA II, L.P., a limited partnership duly established and validly existing under the Laws of the Cayman Islands, SEQUOIA CAPITAL CHINA PARTNERS FUND II, L.P., a limited partnership duly established and validly existing under the Laws of the Cayman Islands, and SEQUOIA CAPITAL CHINA PRINCIPALS FUND II, L.P., a limited partnership duly established and validly existing under the Laws of the Cayman Islands (collectively, “Sequoia Capital” or the “Investors”), ZHU Qinyi (), SONG Tao (), QU Li (), TANG Yan (), XIA Zhiyi (), JIN Zi (), QU Guoping (), WU Wenjie (), WANG Zhe (), YAN Qing (), ZENG Rui () and SHAO Wanyan (), each a citizen of the PRC (collective

Equity Pledge Agreement
Equity Pledge Agreement • July 30th, 2014 • SKY-MOBI LTD • Services-prepackaged software

SPE, is a limited liability company in China registered according to PRC law and in good standing, engaged in the business of Internet technology development (the “Business”); as shareholders of SPE,

RESTRUCTURING FRAMEWORK AGREEMENT
Restructuring Framework Agreement • November 19th, 2010 • SKY-MOBI LTD • Services-prepackaged software

Beijing Pusida, Hangzhou Dianneng, Sky Network, Mijia Technologies and Qinyi Zhu are hereinafter individually referred to as a “Party” and collectively as the “Parties”.

Strategic Consulting Service Agreement
Strategic Consulting Service Agreement • July 30th, 2014 • SKY-MOBI LTD • Services-prepackaged software

THIS STRATEGIC CONSULTING SERVICE AGREEMENT (“this Agreement”) is entered into in , People’s Republic of China (“PRC”) on by and between:

Cooperation Agreement Between Party A: Hangzhou Fanyi Technologies Co., Ltd. And Party B: Chongqing Renneng Software Co., Ltd. November 20, 2009
Cooperation Agreement • November 19th, 2010 • SKY-MOBI LTD • Services-prepackaged software

THIS COOPERATION AGREEMENT (this “Agreement”) is made and entered into by the parties below as of November 20, 2009 in the People’s Republic of China (“PRC”): Party A: Hangzhou Fanyi Technologies Co., Ltd. (hereinafter referred to as “Party A”)

Confirmation Letter regarding the Repayment Method under Loan Agreement
Loan Agreement • November 19th, 2010 • SKY-MOBI LTD • Services-prepackaged software

This Confirmation Letter regarding the Repayment Method under Loan Agreements (“the Confirmation Letter”) is executed as of February 1, 2010 between the following two parties:

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Exclusive Business Cooperation Agreement
Exclusive Business Cooperation Agreement • November 19th, 2010 • SKY-MOBI LTD • Services-prepackaged software

THIS EXCLUSIVE BUSINESS COOPERATION AGREEMENT (“this Agreement”) is made and entered into by the following parties in Hangzhou, the People’s Republic of China (“PRC”) on December 24, 2009:

Lease Contract
Lease Contract • November 19th, 2010 • SKY-MOBI LTD • Services-prepackaged software

Pursuant to the provisions of the Contract Law of the People’s Republic of China and relevant laws and regulations, Party A and Party B, abiding by the principles of equality and free will and after negotiations, hereby enter into this Contract with respect to Party A leasing its own houses to Party B and Party B leasing the houses from Party A in order to define their respective rights and obligations.

Equity Pledge Agreement
Equity Pledge Agreement • November 19th, 2010 • SKY-MOBI LTD • Services-prepackaged software

Mijia Technologies: Hangzhou Mijia Technologies Co., Ltd. Address: Room 610, 2# Building, No.1197 Bin’an Road, Binjiang District, Hangzhou Postal code: 310013 Tel.: 0571 87770978 Fax: 0571 87758616

Cooperation Agreement
Cooperation Agreement • November 19th, 2010 • SKY-MOBI LTD • Services-prepackaged software

THIS COOPERATION AGREEMENT (this “Agreement”) is made and entered into by the parties below as of November 16, 2009 in the People’s Republic of China (“PRC”):

PURCHASE OPTION AND COOPERATION AGREEMENT July, 2010 Hangzhou, CHINA
Purchase Option and Cooperation Agreement • November 19th, 2010 • SKY-MOBI LTD • Services-prepackaged software • Beijing

This Purchase Option and Cooperation Agreement (“this Agreement”) is entered into in Beijing, People’s Republic of China (the “PRC”) on July 1, 2010 by and among:

Lease Contract
Lease Contract • November 19th, 2010 • SKY-MOBI LTD • Services-prepackaged software

Pursuant to the provisions of the Contract Law of the People’s Republic of China and relevant laws and regulations, Party A and Party B, abiding by the principles of equality and free will and after negotiations, hereby enter into this Contract with respect to Party A leasing its own houses to Party B and Party B leasing the houses from Party A in order to define their respective rights and obligations.

AMENDMENT TO SHAREHOLDERS AGREEMENT
Shareholder Agreement • November 19th, 2010 • SKY-MOBI LTD • Services-prepackaged software • New York

THIS AMENDMENT TO SHAREHOLDERS AGREEMENT (the “Amendment”) is made as of September 5, 2008, by and among PROFIT STAR LIMITED, an exempted company duly incorporated and validly existing under the Laws of the Cayman Islands (the “Company”), SEQUOIA CAPITAL CHINA II, L.P., a company duly incorporated and validly existing under the Laws of the Cayman Islands (“Sequoia Capital” or the “Investor”), ZHU Qinyi (), SONG Tao (), QU Li (), TANG Yan (), XIA Zhiyi (), JIN Zi (), QU Guoping (), WU Wenjie (), WANG Zhe (), YAN Qing (), ZENG Rui () and SHAO Wanyan (), each a citizen of the PRC (collectively the “Founders” and each, a “Founder”), XPLANE LIMITED, a company duly incorporated and validly existing under the Laws of the British Virgin Islands (the “Founders Holdco”), PUSIDA (BEIJING) TECHNOLOGIES CO., LTD. ( () ), a wholly foreign owned enterprise duly organized and validly existing under the Laws of the PRC (the “WFOE”), HANGZHOU MIJIA TECHNOLOGIES CO., LTD. (), a company organized and exis

Mobile Phone Built-in Wireless Value-added Business Cooperation Agreement
Mobile Phone Built-in Wireless Value-Added Business Cooperation Agreement • November 19th, 2010 • SKY-MOBI LTD • Services-prepackaged software

Registered address: Room 625 West Area, Building A, Zhejiang University Science Park, No.525 Xixi Road, West Lake District, Hangzhou, Zhejiang Province

RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT
Right of First Refusal and Co-Sale Agreement • November 19th, 2010 • SKY-MOBI LTD • Services-prepackaged software • New York

THIS RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT (this “Agreement”) is made as of August 2, 2007, by and among PROFIT STAR LIMITED, an exempted company duly incorporated and validly existing under the Laws of the Cayman Islands (the “Company”), SEQUOIA CAPITAL CHINA II, L.P., a company duly incorporated and validly existing under the Laws of the Cayman Islands (“Sequoia Capital” or the “Investor”), ZHU Qinyi (), SONG Tao (), QU Li (), TANG Yan (), XIA Zhiyi (), JIN Zi (), QU Guoping (), WU Wenjie (), WANG Zhe (), YAN Qing (), ZENG Rui () and SHAO Wanyan (), each a citizen of the PRC (collectively the “Founders” and each, a “Founder”), and XPLANE LIMITED, a company duly incorporated and validly existing under the Laws of the British Virgin Islands (the “Founders Holdco”).

PURCHASE OPTION AND COOPERATION AGREEMENT July, 2010 Hangzhou, CHINA
Purchase Option and Cooperation Agreement • November 19th, 2010 • SKY-MOBI LTD • Services-prepackaged software • Beijing

This Purchase option and Cooperation Agreement (“this Agreement”) is entered into in Beijing, People’s Republic of China (the “PRC”) on July 1, 2010 by and among:

Confidentiality Agreement
Confidentiality Agreement • November 26th, 2010 • SKY-MOBI LTD • Services-prepackaged software

Whereas Party B works for Party A and has access to the company’s confidential information, from the date of being employed, Party B shall bear the duty of keeping in strict confidence Party A’s commercial secrets, confidential information relating to Intellectual Property, the commercial secrets of Party A’s clients or third parties. Party A and Party B agree on the following terms and conditions in relation to the protection of the confidential information while Party B is in his/her position or after he /she leaves.

SHAREHOLDERS AGREEMENT
Shareholders Agreement • November 19th, 2010 • SKY-MOBI LTD • Services-prepackaged software • New York

THIS SHAREHOLDERS AGREEMENT (this “Agreement”) is made as of August 2, 2007, by and among PROFIT STAR LIMITED, an exempted company duly incorporated and validly existing under the Laws of the Cayman Islands (the “Company”), SEQUOIA CAPITAL CHINA II, L.P., a company duly incorporated and validly existing under the Laws of the Cayman Islands (“Sequoia Capital” or the “Investor”), ZHU Qinyi (), SONG Tao (), QU Li (), TANG Yan (), XIA Zhiyi (), JIN Zi (), QU Guoping (), WU Wenjie (), WANG Zhe (), YAN Qing (), ZENG Rui () and SHAO Wanyan (), each a citizen of the PRC (collectively the “Founders” and each, a “Founder”), XPLANE LIMITED, a company duly incorporated and validly existing under the Laws of the British Virgin Islands (the “Founders Holdco”), PUSIDA (BEIJING) TECHNOLOGIES CO., LTD. ( () ), a wholly foreign owned enterprise duly organized and validly existing under the Laws of the PRC (the “WFOE”), HANGZHOU MIJIA TECHNOLOGIES CO., LTD. (), a company organized and existing under the

Equity Pledge Agreement
Equity Pledge Agreement • November 19th, 2010 • SKY-MOBI LTD • Services-prepackaged software

MIJIA TECH: Hangzhou Mijia Technologies Co., Ltd. Address: Room 610, Block 2, No. 1197 of Binan Road, Binjiang District, Hangzhou Post Code: 310013 Telephone: 0571-87770978 Fax: 0571-87758616

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